	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.3)*

LIFECORE BIOMEDICAL, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

532187101

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 532187101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Vertical Fund I, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 687,808

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 687,808

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 687,808

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 5.1%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 532187101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Vertical Fund II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 151,692

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 151,692

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 151,692

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 1.1%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 532187101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) John E. Runnells

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 55,550

			6.		Shared Voting Power 839,500

			7.		Sole Dispositive Power 55,550

			8.		Shared Dispositive Power 839,500

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 895,050

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 6.6%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer Lifecore Biomedical, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 3515 Lyman Boulevard Chaska, MN 55318-3051

Item 2.
	(a)	Name of Person Filing Vertical Fund I, L.P. (“VFI”) and Vertical Fund II, L.P. (“VFII” and together with VFI, the “Partnerships”) John E. Runnells (“Runnells”)
	(b)	Address of Principal Business Office or, if none, Residence Each of the Partnerships and Runnells has a principal business address at 25 DeForest Avenue, Summit, New Jersey 07901.
	(c)	Citizenship Each of the Partnerships is a Delaware limited partnership. Runnells is a citizen of the United States.
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 532187101

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
	None of the above. The statement is filed pursuant to Rule 13d-1(c).

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: 895,050 shares of Common Stock
	(b)	Percent of class: 6.6%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 895,050
		(ii)	Shared power to vote or to direct the vote 0
		(iii)	Sole power to dispose or to direct the disposition of 895,050
		(iv)	Shared power to dispose or to direct the disposition of 0

The foregoing amounts of shares and percentage represent the combined holdings of the two Partnerships and Runnells as of as of December 31, 2007. Of such amounts, 687,808 shares (5.1% of the total outstanding) are owned by VFI, 151,692 shares (1.1% of the total outstanding) are owned by VFII, and 1,800 shares plus options to purchase an aggregate of 53,750 shares that are currently exercisable or become exercisable in the next sixty days (aggregating 0.4% of the total outstanding shares) are owned by Runnells. The Partnerships and Runnells are filing this statement jointly to reflect their combined ownership because the sole general partner of each Partnership is The Vertical Group, L.P., a Delaware limited partnership (“Vertical”), and Runnells is a general partner of Vertical, and the Partnerships and Runnells may be deemed to constitute a “group” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

Item 5.	Ownership of Five Percent or Less of a Class
	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Not applicable.

Item 8.	Identification and Classification of Members of the Group
	Not applicable.

Item 9.	Notice of Dissolution of Group
	Not applicable.

Item 10.	Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 24, 2008

VERTICAL FUND I, L.P.

By: THE VERTICAL GROUP, L.P.
General Partner


By:		/s/ John E. Runnells
					John E. Runnells
					General Partner.


VERTICAL FUND II, L.P.

By: THE VERTICAL GROUP, L.P.
General Partner


By:	/s/ John E. Runnells
				John E. Runnells
				General Partner


/s/ John E. Runnells
			John E. Runnells

LIFECORE BIOMEDICAL INC SC 13G/A